After amending bylaws, secretary must…

© Can Stock Photo Inc./JohnKwan

Do you find this dangling headline annoying? Unfortunately bylaws are often left dangling. Once you’ve amended your bylaws, here are some important steps to take.

• Prepare a copy of the amended bylaws that contains all changes that were made. Make sure that “track changes” has not tricked you into unexpected errors. Review all the numbering to see that it is consistent and accurate. It is wise to include the dates that amendments were made at the end of the document, like this:

Amended January 15, 2010, January 12, 2017, and January 22, 2018

• Attach a copy of the new bylaws as part of the minutes of the meeting at which they were adopted.
• Print a copy and include it in your paper book of governing documents. (You do have a paper book of governing documents, don’t you?)
• Have the president or secretary sign the amended bylaws if this is customary in your organization. You can prepare a PDF of the signed version for the electronic record.
• Make sure that all places where the bylaws are kept or referenced (website, files, board handbook etc.) have the new and up-to-date version.
• Submit the bylaws to your higher authority if you have one, for example, if you are a chapter in a national organization.
• In our experience, bylaws do not usually need to be submitted to your state, since they are in the nature of a contract between the organization and its members. However, if your state requires this, of course you will do so. If you are a nonprofit organization, you may need to report changes in your bylaws to the IRS.

Bylaws amendments take effect as soon as they are adopted, unless there is a proviso that sets a different time. Unfortunately it is common to neglect these subsequent important steps, and leave bylaws in a kind of limbo. Sometimes organizations can’t even find their current bylaws!

Bylaws should not be treated as “shelf art.” Keep them current, refer to them often, and give them a place of honor in your organization.

For more on amending bylaws, see Robert’s Rules of Order Newly Revised, 12th edition, Section 57, and our blog post, Amend bylaws or revise bylaws?